EXHIBIT 3(A)
FEDERAL IDENTIFICATION
NO. 04-2471221
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THE COMMONWEALTH OF MASSACHUSETTS
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
RESTATED ARTICLES OF ORGANIZATION
(GENERAL LAWS, CHAPTER 156B, SECTION 74)
We, Henrique de Campos Meirelles , President
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and Michael R. Garfield , Assistant Clerk
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of BankBoston Corporation ,
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(Exact name of corporation)
located at 100 Federal Street, Boston, MA 02110 ,
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(Street address of corporation in Massachusetts)
do hereby certify that the following Restatement of the Articles of Organization
was duly adopted at a meeting held on September 24, 1998 by a vote of the
directors.
ARTICLE I
The name of the Corporation is:
BankBoston Corporation
ARTICLE II
The purpose of the Corporation is to engage in the following business
activities:
To buy, sell, deal in, or hold securities of every kind and description; and in
general to carry on any business permitted to corporations organized under
Chapter 156B of the Massachusetts General Laws as now in force or hereafter
amended.
ARTICLE III
State the total number of shares and par value, if any, of each class of stock
which the corporation is authorized to issue:
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WITHOUT PAR VALUE WITH PAR VALUE
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TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
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Common: Common: 500,000,000 $1.00
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Preferred: 10,000,000* Preferred:
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*200,000 shares of Junior Participating Preferred Stock, Series D
ARTICLE IV
If more than one class of stock is authorized, state a distinguishing
designation for each class. Prior to the issuance of any shares of a class, if
shares of another class are outstanding, the corporation must provide a
description of the preferences, voting powers, qualifications, and special or
relative rights or privileges of that class and of each other class of which
shares are outstanding and of each series then established within any class.
See Attachment A
ARTICLE V
The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are:
None
ARTICLE VI
**Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or any class of stockholders:
See Attachment B
ATTACHMENT A
ARTICLE 4
(A) There shall be a class of common stock having a par value of $1.00 per
share consisting of 500,000,000 shares. The holders of record of such common
stock shall have one vote for each share of such common stock held by them,
respectively.
(B) There shall be a class of Preferred Stock consisting of 10,000,000 shares
without par value. The shares of the Preferred Stock are to be issuable at any
time or from time to time in one or more series as and when established by the
Board of Directors, each such series to have such designation or title as may be
fixed by the Directors prior to the issuance of any shares thereof, and each
such series may differ from every other series already outstanding as may be
determined by the Directors prior to the issuance of any shares thereof, in any
or all of the following, but in no other respects:
(a) the rate of dividend (cumulative or non-cumulative) to which holders of the
Preferred Stock of any such series shall be entitled;
(b) the terms and manner of the redemption by the corporation of the Preferred
Stock of any such series;
(c) the special or relative rights of the holders of the Preferred Stock of any
such series in the event of the voluntary or involuntary liquidation,
distribution or sale of assets, dissolution or winding-up of the
corporation;
(d) the terms of the sinking fund or redemption or purchase account, if any, to
be provided for the Preferred Stock of any such series;
(e) the right, if any, of the holders of Preferred Stock of any such series to
convert the same into stock of any other class or classes or into other
securities of the corporation, and the terms and conditions of such
conversion; and
(f) the voting rights, if any, of the holders of Preferred Stock of any such
series.
(C) Preferred Stock, Series A: {Redeemed on July 13, 1998; no additional shares
of Preferred Stock may be issued as Series A Preferred Stock.}
(D) Preferred Stock, Series B: {Redeemed on July 13, 1998; no additional shares
of Preferred Stock may be issued as Series B Preferred Stock.}
(E) Preferred Stock, Series C: {Redeemed on July 13, 1998; no additional shares
of Preferred Stock may be issued as Series C Preferred Stock.}
(F) Preferred Stock, Series D
1. DESIGNATION AND AMOUNT. The shares of such series shall be designated as
"Junior Participating Preferred Stock, Series D" and the number of shares
constituting such series shall be 200,000.
2. DIVIDENDS AND DISTRIBUTIONS.
(A) Subject to the prior and superior rights of the holders of any shares of
any series of preferred stock ranking prior and superior to the shares of
Junior Participating Preferred Stock, Series D with respect to dividends,
the holders of shares of Junior Participating Preferred Stock, Series D
shall be entitled to receive, when, as and if declared by the Board of
Directors out of funds legally available for the purpose, quarterly
dividends payable in cash on the 15th day of March, June, September and
December in each year (each such date being referred to herein as a
"Quarterly Dividend Payment Date"), commencing on the first Quarterly
Dividend Payment Date after the first issuance of a share or fraction of a
share of Junior Participating Preferred Stock, Series D, in an amount per
share (rounded to the nearest cent) equal to the greater of (a) $3.10 or (b)
subject to the provision for adjustment hereinafter set forth, 1,000 times
the aggregate per share amount of all cash dividends, and 1,000 times the
aggregate per share amount (payable in kind) of all noncash dividends or
other distributions other than a dividend payable in shares of common stock,
par value $2.25 per share, of the corporation (the "Common Stock") or a
subdivision of the outstanding shares of Common Stock (by reclassification
or otherwise), declared on the Common Stock, since the immediately preceding
Quarterly Dividend Payment Date, or, with respect to the first Quarterly
Dividend Payment Date, since the first issuance of any share or fraction of
a share of Junior Participating Preferred Stock, Series D. In the event the
corporation shall at any time after June 28, 1990 ( the "Rights Declaration
Date") (i) declare any dividend on Common Stock payable in shares of Common
Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such
case the amount to which holders of shares of Junior Participating Preferred
Stock, Series D were entitled immediately prior to such event under clause
(b) of the preceding sentence shall be adjusted by multiplying such amount
by a fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to
such event.
(B) The corporation shall declare a dividend or distribution on the Junior
Participating Preferred Stock, Series D as provided in paragraph (A) above
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock); provided that, in
the event no dividend or distribution shall have been declared on the Common
Stock during the period between any Quarterly Dividend Payment Date and the
next subsequent Quarterly Dividend Payment Date, a dividend of $3.10 per
share on the Junior Participating Preferred Stock, Series D shall
nevertheless be payable on such subsequent Quarterly Dividend Payment Date.
(C) Dividends shall begin to accrue and be cumulative on outstanding shares
of Junior Participating Preferred Stock, Series D from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares of
Junior Participating Preferred Stock, Series D, unless the date of issue of
such shares is prior to the record date for the first Quarterly Dividend
Payment Date, in which case dividends on such shares shall begin to accrue
from the date of issue of such shares, or unless the date of issue is a
Quarterly Dividend Payment Date or is a date after the record date for the
determination of holders of shares of Junior Participating Preferred Stock,
Series D entitled to receive a quarterly dividend and before such Quarterly
Dividend Payment Date, in either of which events such dividends shall begin
to accrue and be cumulative from such Quarterly Dividend Payment Date.
Accrued but unpaid dividends shall not bear interest. Dividends paid on the
shares of Junior Participating Preferred Stock, Series D in an amount less
than the total amount of such dividends at the time accrued and payable on
such shares shall be allocated pro rata on a share-by-share basis among all
such shares at the time outstanding. The Board of Directors may fix a record
date for the determination of holders of shares of Junior Participating
Preferred Stock, Series D entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be no more than 30
days prior to the date fixed for the payment thereof.
3. VOTING RIGHTS. The holders of shares of Junior Participating Preferred
Stock, Series D shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set forth, each
share of Junior Participating Preferred Stock, Series D shall entitle the
holder thereof to 1,000 votes on all matters submitted to a vote of the
stockholders of the corporation. In the event the corporation shall at any
time after the Rights Declaration Date (i) declare any dividend on Common
Stock payable in shares of Common Stock, (ii) subdivide the outstanding
Common Stock, or (iii) combine the outstanding Common Stock into a smaller
number of shares, then in each such case the number of votes per share to
which holders of shares of Junior Participating Preferred Stock, Series D
were entitled immediately prior to such event shall be adjusted by
multiplying such number by a fraction the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(B) Except as otherwise provided herein or by law, the holders of shares of
Junior Participating Preferred Stock, Series D and the holders of shares of
Common Stock shall vote together as one class on all matters submitted to a
vote of stockholders of the corporation.
(C)(i) If at any time dividends on any Junior Participating Preferred Stock,
Series D shall be in arrears in an amount equal to the full accrued
dividends for six (6) or more quarterly dividends periods, whether or not
consecutive, shall not have been paid or declared and a sum sufficient for
the payment thereof irrevocably set aside in trust for the holders of all of
such shares, the Board of Directors of the corporation shall promptly take
all necessary actions to increase the authorized number of directors of the
corporation by one (1) and the holders of the shares of the Junior
Participating Preferred Stock, Series D then outstanding shall be entitled
(by series, voting as a single class) to elect one (1) person director to
the Board of Directors of the corporation (such right to elect one (1)
director being hereinafter sometimes referred to as the "special voting
rights"), each outstanding share having such right being entitled for such
purpose to one vote; provided, however, that at such time as the arrearage
in payment of dividends which gave rise to the exercise of the special
voting rights has been cured with regard to the Junior Participating
Preferred Stock, Series D by waiver or payment of all accrued dividends, the
right of the holders of such shares so to vote as provided in this paragraph
(C)(i) of this Section 3 shall cease (subject to renewal from time to time
upon the same terms and conditions) and the term of office of the person who
is at that time a director elected by such holders shall terminate and the
number of directors of the corporation shall be automatically reduced by one
(1).
(ii) At any time after the special voting rights shall have become vested in
the holders of the shares of the Junior Participating Preferred Stock,
Series D as provided in paragraph (C)(i) of this Section 3, the Clerk of the
corporation, as promptly as possible but in any event within twenty (20)
days after receipt of the written request of the holders of 10% of the
shares of the Junior Participating Preferred Stock, Series D then
outstanding, addressed to the corporation at its principal office, shall
call a special meeting of the holders of the shares of the Junior
Participating Preferred Stock, Series D for the purpose of electing such
additional director, such meeting to be held at any place as provided by the
Bylaws of the corporation for meetings of the corporation's stockholders,
and upon not less then ten (10) nor more than twenty (20) days notice. If
such meeting shall not be so called within twenty (20) days after receipt of
the request by the Clerk of the corporation, then the holders of 10% of the
shares of the Junior Participating Preferred Stock, Series D then
outstanding may, by written notice to the Clerk of the corporation,
designate any person to call such meeting, and the person so designated may
call such meeting, at any such place as provided above and upon not less
then ten (10) nor more than twenty (20) days notice and for that purpose
shall have access to the stockholder record books of the corporation. No
such special meeting of the holders of the shares of the Junior
Participating Preferred Stock, Series D and no adjournment thereof shall be
held on a date later than thirty (30) days before the annual meeting of
stockholders of the corporation. At any meeting so called or at any annual
meeting held at any time when the special voting rights are in effect, the
holders of a majority of the
shares of the Junior Participating Preferred Stock, Series D then
outstanding, present in person or by proxy, shall be sufficient to
constitute a quorum for the election of such additional director, and such
additional director, together with any and all other directors who are then
members of the Board of Directors, shall constitute the duly elected
directors of the corporation.
(C)(iii) With respect to a vacancy arising in the directorship referred to
in paragraph (C)(i) of this Section 3 at any time when the special voting
rights are in effect pursuant to paragraph (C)(i) of this Section 3, upon
the written request of the holders of 10% of the shares of the Junior
Participating Preferred Stock, Series D then outstanding, addressed to the
corporation at its principal office, the Clerk of the corporation shall give
notice of a special meeting of holders of the shares of the Junior
Participating Preferred Stock, Series D of the election of a director to
fill such vacancy caused by death, resignation or other inability to serve
as a director elected by such holders, to be held not less than ten (10) nor
more than twenty (20) days following receipt by the Clerk of the corporation
of such written request. So long as special voting rights are in effect
pursuant to paragraph (i) of this Section 3(c), any director who shall have
been so elected by the holders of the Junior Participating Preferred Stock,
Series D may be removed at any time, either with or without cause, only by
the affirmative vote of the holders of the shares at the time entitled to
cast a majority of the votes entitled to be cast for the election of such
director at a special meeting of such holders called for that purpose, and
any vacancy thereby created may be filled by the vote of such holders.
(D) Except as set forth herein, holders of Junior Participating Preferred
Stock, Series D shall have no special voting rights and their consent shall
not be required (except to the extent they are entitled to vote with holders
of Common Stock as set forth herein) for taking any corporate action.
4. CERTAIN RESTRICTIONS.
(A) Whenever quarterly dividends or other dividends or distributions
payable on the Junior Participating Preferred Stock, Series D as provided in
Section 2 are in arrears, thereafter and until all accrued and unpaid
dividends and distributions, whether or not declared, on shares of Junior
Participating Preferred Stock, Series D outstanding shall have been paid in
full, the corporation shall not:
(i) declare or pay dividends on, make any other distributions on, or
redeem or purchase or otherwise acquire for consideration any shares of
stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Junior Participating Preferred Stock,
Series D;
(ii) declare or pay dividends on or make any other distributions on any
shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Junior Participating
Preferred Stock, Series D, except dividends paid ratably on the Junior
Participating Preferred Stock, Series D and all such parity stock on
which dividends are payable or in arrears in proportion to the total
amounts to which the holders of all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares of
any stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Junior Participating
Preferred Stock, Series D, provided that the corporation may at any time
redeem, purchase or otherwise acquire shares of any such parity stock in
exchange for shares of any stock of the corporation ranking junior
(either as to dividends or upon dissolution, liquidation or winding up)
to the Junior Participating Preferred Stock, Series D;
(iv) purchase or otherwise acquire for consideration any shares of
Junior Participating Preferred Stock, Series D, or any shares of stock
ranking on a parity with the Junior Participating Preferred Stock, Series
D, except pursuant to Section 8 or in accordance with a purchase offer
made in writing or by publication (as determined by the Board of
Directors) to all holders of such shares upon such terms as the Board of
Directors, after consideration of the respective annual dividend rates
and other
relative rights and preferences of the respective series and classes,
shall determine in good faith will result in fair and equitable treatment
among the respective series or classes.
The corporation shall not permit any subsidiary of the corporation to
purchase or otherwise acquire for consideration any shares of stock of the
corporation unless the corporation could, under paragraph (A) of this
Section 4, purchase or otherwise acquire such shares at such time and in
such manner.
5. REACQUIRED SHARES. Any shares of Junior Participating Preferred Stock,
Series D purchased or otherwise acquired by the corporation in any manner
whatsoever shall be retired and canceled promptly after the acquisition thereof.
All such shares shall upon their cancellation become authorized but unissued
shares of Preferred Stock and may be reissued as part of a new series of
Preferred Stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth
herein.
6. LIQUIDATION, DISSOLUTION OR WINDING UP.
(A) Upon any liquidation (voluntary or otherwise), dissolution or winding
up of the corporation, no distribution shall be made to the holders of
shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Junior Participating Preferred Stock,
Series D unless, prior thereto, the holders of shares of Junior
Participating Preferred Stock, Series D shall have received $1,000.00 per
share, plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment
(the "Series D Liquidation Preference"). Following the payment of the full
amount of the Series D Liquidation Preference, no additional distributions
shall be made to the holders of shares of Junior Participating Preferred
Stock, Series D unless, prior thereto, the holders of shares of Common
Stock shall have received an amount per share (the "Common Adjustment")
equal to the quotient obtained by dividing (i) the Series D Liquidation
Preference by (ii) 1,000 (as appropriately adjusted as set forth in
subparagraph (C) below to reflect such events as stock splits, stock
dividends and recapitalizations with respect to the Common Stock) (such
number in clause (ii) immediately above being referred to as the
"Adjustment Number"). Following the payment of the full amount of the
Series D Liquidation Preference and the Common Adjustment in respect of all
outstanding shares of Junior Participating Preferred Stock, Series D and
Common Stock, respectively, holders of Junior Participating Preferred
Stock, Series D and holders of shares of Common Stock shall receive their
ratable and proportionate share of the remaining assets to be distributed
in the ratio of the Adjustment Number to one (1) with respect to such
Junior Participating Preferred Stock, Series D and Common Stock, on a per
share basis, respectively.
(B) In the event, however, that there are not sufficient assets available
to permit payment in full of the Series D Liquidation Preference and the
liquidation preferences of all other series of preferred stock, if any,
which rank on a parity with the Junior Participating Preferred Stock,
Series D, then such remaining assets shall be distributed ratably to the
holders of such parity shares in proportion to their respective liquidation
preferences. In the event, however, that there are not sufficient assets
available to permit payment in full of the Common Adjustment, then such
remaining assets shall be distributed ratably to the holders of Common
Stock.
(C) In the event the corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares
of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii)
combine the outstanding Common Stock into a smaller number of shares, then
in each such case the Adjustment Number in effect immediately prior to such
event shall be adjusted by multiplying such Adjustment Number by a fraction
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such
event.
7. CONSOLIDATION, MERGER, ETC. In case the corporation shall enter into any
consolidation, merger, combination or other transaction in which the shares of
Common Stock are exchanged for or
changed into other stock or securities, cash or any other property, then in any
such case the shares of Junior Participating Preferred Stock, Series D shall at
the same time be similarly exchanged or changed in an amount per share (subject
to the provision for adjustment hereinafter set forth) equal to 1000 times the
aggregate amount of stock, securities, cash or any other property (payable in
kind), as the case may be, into which or for which each share of Common Stock is
changed or exchanged. In the event the corporation shall at any time after the
Rights Declaration Date (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each such case the amount set forth in the preceding sentence with respect to
the exchange or change of shares of Junior Participating Preferred Stock, Series
D shall be adjusted by multiplying such amount by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.
8. REDEMPTION. The outstanding shares of Junior Participating Preferred Stock,
Series D may be redeemed at the option of the Board of Directors as a whole, but
not in part, at any time, or from time to time, at a cash price per share equal
to 100 percent of (i) the product of the Adjustment Number times the Average
Market Value (as such term is hereinafter defined) of the Common Stock, plus
(ii) all dividends which on the redemption date have accrued on the shares to be
redeemed and have not been paid, or declared and a sum sufficient for the
payment thereof set apart, without interest. The "Average Market Value" is the
average of the closing sale prices of the Common Stock during the 30 day period
immediately preceding the date before the redemption date on the Composite Tape
for New York Stock Exchange Listed Stocks, or, if such stock is not quoted on
the Composite Tape, on the New York Stock Exchange, or, if such stock is not
listed on such Exchange, on the principal United States securities exchange
registered under the Securities Exchange Act of 1934, as amended, on which such
stock is listed, or, if such stock is not listed on any such exchange, the
average of the closing sale prices with respect to a share of Common Stock
during such 30 day period, as quoted on the National Association of Securities
Dealers, Inc. Automated Quotations System or any system then in use, or if no
such quotations are available, the fair market value of the Common Stock as
determined by the Board of Directors in good faith.
9. RANKING. The Junior Participating Preferred Stock, Series D shall rank
junior to all other series of the corporation's Preferred Stock as to the
payment of dividends and the distribution of assets, unless the terms of any
such series shall provide otherwise.
10. AMENDMENT. At such time as shares of Junior Participating Preferred Stock,
Series D are outstanding, the Articles of Organization of the corporation shall
not be further amended in any manner which would materially alter or change the
powers, preferences or special rights of the Junior Participating Preferred
Stock, Series D so as to affect them adversely without the affirmative vote of
the holders of two-thirds or more of the outstanding shares of Junior
Participating Preferred Stock, Series D, voting separately as a class.
11. FRACTIONAL SHARES. Junior Participating Preferred Stock, Series D may be
issued in fractions of a share which shall entitle the holder, in proportion to
such holders fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Junior Participating Preferred Stock, Series D.
12. CANCELLATION. Any shares of the Junior Participating Preferred Stock,
Series D redeemed, exchanged, or purchased or otherwise acquired by the
corporation in any manner whatsoever shall be retired and canceled promptly
after the acquisition thereof; all such shares shall upon their cancellation
become authorized but unissued shares of preferred stock.
(G) Preferred Stock, Series E: {Redeemed on September 15, 1997; no additional
shares of Preferred Stock may be issued as Series E Preferred Stock.}
(H) Preferred Stock, Series F: {Redeemed on July 15, 1998; no additional shares
of Preferred Stock may be issued as Series F Preferred Stock.}
ATTACHMENT B
ARTICLE 6
(A) The Directors may amend, add to or repeal the By-Laws in whole or in part
except with respect to any provision thereof which, by law or the By-Laws
requires action of the stockholders.
(B) Meetings of the stockholders may be held anywhere in the United States.
(C) The corporation may be a partner in any business enterprise which the
corporation would have the power to conduct by itself.
(D) No director shall be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director
notwithstanding any provision of law imposing such liability; provided, however,
that this provision shall not eliminate the liability of a director, to the
extent that such liability is provided by applicable law, (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 61 or 62 (or successor provisions)
of Chapter 156B of the Massachusetts General Laws or (iv) for any transaction
from which the director derived an improper personal benefit. This provision
shall not eliminate the liability of a director for any act or omission
occurring prior to the date upon which this provision becomes effective. No
amendment to or repeal of this provision shall apply to or have any effect on
the liability or alleged liability of any director for or with respect to any
acts or omissions of such director occurring prior to such amendment or repeal.
ATTACHMENT C
BANKBOSTON CORPORATION (FORMERLY BANK OF BOSTON CORPORATION)
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OFFICERS:
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Charles K. Gifford, Chairman and Blueberry Hill, Manchester, MA 01944
Chief Executive Officer
Henrique de Campos Meirelles, President and 381 Warren Street, Brookline, MA 02146
Chief Operating Officer
Susannah M. Swihart, Vice Chair, 17 Mayflower Terrace, Newton Highlands, MA 02161
Chief Financial Officer and Treasurer
Paul F. Hogan, Vice Chair 41 Windsor Road, Milton, MA 02186
Bradford H. Warner, Vice Chair 19 Kress Farm Road, Hingham, MA 02043
Gary A. Spiess, Clerk *2 Davis Road, Marblehead, MA 01945
*Address for service of process is: 100 Federal Street, Boston, MA 02110
DIRECTORS:
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Wayne A. Budd 460 Park Drive, Boston, MA 02215
William F. Connell 111 Ocean Avenue, Swampscott, MA 01907
Gary L. Countryman 111 Hager Street, Marlboro, MA 01752
William M. Crozier, Jr. 41 Ridge Hill Farm Road, Wellesley, MA 02181
Alice F. Emerson 39 New Street, P.O. Box 206, Siasconset, MA 02654
Charles K. Gifford Blueberry Hill, Manchester, MA 01944
Thomas J. May 22 Longmeadow Drive, Westwood, MA 02090
Donald F. McHenry 2746 Unicorn Lane, N.W., Washington, D.C. 20015
Henrique de Campos Meirelles 381 Warren Street, Brookline, MA 02146
Paul C. O'Brien 451 Wellesley Street, Weston, MA 02493
Thomas R. Piper 106 Lee Drive, Concord, MA 01742
Francene S. Rodgers 72 Evans Road, Brookline, MA 02146
John W. Rowe 950 N. Michigan Avenue, No. 3306, Chicago, IL 60611
Glenn P. Strehle 188 Country Drive, Weston, MA 02193
William C. Van Faasen 12 Proctor Street, Manchester, MA 01944
Thomas B. Wheeler 288 Park Drive, Springfield, MA 01106
Alfred M. Zeien 300 Boylston Street, Boston, MA 02116
ARTICLE VII
The effective date of the restated Articles of Organization of the corporation
shall be the date approved and filed by the Secretary of the Commonwealth. If a
later effective date is desired, specify such date which shall not be more than
thirty days after the date of filing.
ARTICLE VIII
The information contained in Article VIII is not a permanent part of the
Articles of Organization.
a. The street address (post office boxes are not acceptable) of the principal
office of the corporation in Massachusetts is:
100 Federal Street, Boston, MA 02110
b. The name, residential address and post office address of each director and
officer of the corporation is as follows:
NAME RESIDENTIAL ADDRESS POST OFFICE ADDRESS
President:
Treasurer: See Attachment C
Clerk:
Directors:
c. The fiscal year (i.e., tax year) of the corporation shall end on the last day
of the month of: December
d. The name and address of the resident agent, if any, of the corporation is:
**We further certify that the foregoing Restated Articles of Organization affect
no amendments to the Articles of Organization of the corporation as heretofore
amended, except amendment s to the following articles. Briefly describe
amendments below:
This Restatement also reflects the deletion from Articles 3 and 4 of the
descriptions of the Series A,B,C,E and F Preferred Stock, which have been
redeemed, and the restoration of those shares to the status of authorized
but unissued shares of preferred stock in accordance with MGL C. 156B, Sec.
21A.
SIGNED UNDER THE PENALTIES OF PERJURY, this 24th day of September, 1998,
/s/ HENRIQUE DE CAMPOS MEIRELLES , President
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Henrique de Campos Meirelles
/s/ MICHAEL R. GARFIELD , Assistant Clerk
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Michael R. Garfield
THE COMMONWEALTH OF MASSACHUSETTS
RESTATED ARTICLES OF ORGANIZATION
(GENERAL LAWS, CHAPTER 156B, SECTION 74)
_________________________________________________________________
I hereby approve the within Articles of Amendment and, the filing fee in
the amount of $400 having been paid, said articles are deemed to have
been filed with me this 18th day of November, 1998.
Effective date: ______________
/s/ WILLIAM FRANCIS GALVIN
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF DOCUMENT TO BE SENT TO:
Donna M. Rowan
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BankBoston Corporation
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100 Federal Street, MA BOS 01-19-02
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Telephone: Boston, MA 02110
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617 434-5360